0001209191-18-025396.txt : 20180418 0001209191-18-025396.hdr.sgml : 20180418 20180418170140 ACCESSION NUMBER: 0001209191-18-025396 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180418 FILED AS OF DATE: 20180418 DATE AS OF CHANGE: 20180418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRAYZEL DAVID S. CENTRAL INDEX KEY: 0001732786 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38459 FILM NUMBER: 18761723 MAIL ADDRESS: STREET 1: C/O SURFACE ONCOLOGY STREET 2: 50 HAMPSHIRE ST., 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surface Oncology, Inc. CENTRAL INDEX KEY: 0001718108 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 HAMPSHIRE STREET, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-714-4096 MAIL ADDRESS: STREET 1: 50 HAMPSHIRE STREET, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-04-18 0 0001718108 Surface Oncology, Inc. SURF 0001732786 GRAYZEL DAVID S. C/O SURFACE ONCOLOGY, INC. 50 HAMPSHIRE STREET, 8TH FLOOR CAMBRIDGE MA 02139 1 0 0 0 Common Stock 1363636 I See Footnote Stock Option (Right to Buy) 12.90 2028-03-11 Common Stock 21818 D Series A Preferred Stock Common Stock 3181817 I See Footnote The number of shares reported reflects a 2.2-for-1 reverse stock split of the Issuer's Common Stock effected on April 6, 2018. The shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX"). The general partner of Atlas Venture Fund IX is Atlas Venture Associates IX, L.P. ("AVA IX LP"). Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. The Reporting Person owns an interest in AVA IX LP and disclaims beneficial ownership of such securities held by Atlas Venture Fund IX, except to the extent of his pecuniary interest therein, if any. The stock option vests and becomes exercisable in 36 equal monthly installments after the closing of the Issuer's initial public offering. The proceeds of any sale of shares of common stock issued to Dr. Grayzel upon exercise of this option will be transferred to AVA IX LLC and therefore Dr. Grayzel disclaims beneficial ownership of such shares, which belongs to AVA IX LLC. The Series A Preferred Stock is convertible on a 2.2-for-1 basis into Common Stock at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date. Exhibit 24.1 Limited Power of Attorney /s/ Frank Castellucci, as Attorney-in-Fact 2018-04-18 EX-24.3_784292 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Ommer Chohan and Frank Castellucci, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Surface Oncology, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of April 12, 2018. /s/ David Grayzel Name: David Grayzel